Annual Report & Accounts - Countrywide Farmers

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Notice of Annual General Meeting Countrywide Farmers plc (the “Company”) (registered in England No. 3776711) Notice is hereby given that the Annual General Meeting of the Company will be held at 2.00 pm. on 25 September 2008 at Deer Park Hall, Eckington, Pershore, Worcester, WR10 3DN for the following purposes: ORDINARY RESOLUTIONS 1. To receive, consider and adopt the Company's annual accounts and the report of the directors and auditors for the year ended 31 May 2008. 2. To re-elect Mr Nigel Patrick Hall who retires pursuant to Article 90 of the Company’s Articles of Association and who, being eligible, offers himself for re-election as a director. 3. To re-elect Sir Ben Gill who retires pursuant to Article 90 of the Company’s Articles of Association and who, being eligible, offers himself for re-election as a director. 4. To re-elect Mr. Stuart Crebo who retires pursuant to Article 84 of the Company’s Articles of Association and who, being eligible, offers himself for re-election as a director. 5. To re-appoint PricewaterhouseCoopers LLP as auditors to the Company and to authorise the directors to fix their remuneration. SPECIAL RESOLUTION 6. THAT, the directors be and they are hereby empowered pursuant to Section 95(1) of the Act and in substitution for all existing powers, to allot for cash equity securities (within the meaning of Section 94 of the Act) as if Section 89(1) of the Act did not apply to any such allotment provided that this power is limited to: (i) the allotment of equity securities in connection with an offer (whether by way of rights, open offer or otherwise) of securities, open for acceptance for a period fixed by the directors to the holders of ordinary shares and such other equity securities of the Company as the directors may determine on the register on a fixed record date in proportion (as nearly as may be) to their respective holdings of such securities or in accordance with the rights attached thereto subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise or with legal or practical problems under the laws, or the requirement of any recognised regulatory body or any stock exchange, in any territory; and (ii) any other allotment of equity securities up to an aggregate nominal amount of five per cent of the issued share capital of the Company; and shall expire fifteen months after the passing of this resolution, save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and notwithstanding such expiry the directors may allot equity securities in pursuance of such offers or agreements. (See note 4 for an explanation of this resolution). By order of the Board Registered Office L.J. Collins Defford Company Secretary Earls Croome 28 August 2008 Worcester WR8 9DF NOTES: 1. A Member of the Company who is entitled to attend and vote at the above-mentioned meeting is entitled to appoint a proxy, who need not be a Member of the Company, to attend and vote instead of him. 2. A form of proxy is enclosed. The appointment of the proxy will not prevent a shareholder from subsequently attending and voting at the meeting in person. 3. To be effective the instrument appointing a proxy, and a power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be deposited at the Company's registered office, Defford, Earls Croome, Worcester, WR8 9DF not less than 48 hours before the time for holding the meeting. 4. Resolution 6 gives the directors the power to issue shares for cash, without first offering the shares to existing shareholders by way of rights. Such power is limited to a quantity of shares not exceeding 5% of the current issued share capital. Such a power could be useful in many situations including the admission of new members. The wording in sub paragraph (i) of the resolution addresses the technicalities of company law which may arise if the directors were to propose a rights issue. Page 43
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Page 1 and 2: Annual Report & Accounts Year Ended
Page 3 and 4: Contents Page Chairman’s Report 1
Page 5 and 6: Chairman’s Report 2008 (Continued
Page 7 and 8: Managing Director’s Review (Conti
Page 9 and 10: Finance Review Balance sheet and Ca
Page 11 and 12: Directors’ Profiles NIGEL HALL (C
Page 13 and 14: Directors’ Report The Directors p
Page 15 and 16: Corporate Governance Statement Coun
Page 17 and 18: Statement of Directors’ Responsib
Page 19 and 20: Consolidated Profit and Loss Accoun
Page 21 and 22: Consolidated Balance Sheet At 31 Ma
Page 23 and 24: Consolidated Cash Flow Statement Fo
Page 25 and 26: Notes to the Financial Statements F
Page 27 and 28: Notes to the Financial Statements (
Page 45: Notes to the Financial Statements (

Annual Report & Accounts - Countrywide Farmers

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